**Exhibit Index**

**Exhibit No.**

| **1.1**  | Memorandum  of Association*                                                                                                                                                                                   |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                          |
| **1.2**  | Articles of  Association as amended on January 15, 2001**                                                                                                                                                     |
|     |                                                                                                                                                                                                          |
| **4.1**  | Cooperation  agreement dated August 10, 1999, between ForSoft Ltd. and the Registrant  (English summary accompanied by Hebrew original) ***                                                                   |
|     |                                                                                                                                                                                                          |
| **4.2**  | Agreement  dated December 10, 1999, between the Registrant and Mainsoft Corporation****                                                                                                                       |
|     |                                                                                                                                                                                                          |
| **4.3**  | Agreement  dated June 2, 2000, among the Registrant, the owners of all of the issued and  outstanding common stock of IntraComp Group Incorporated and IntraComp Group  Incorporated****                      |
|     |                                                                                                                                                                                                          |
| **4.4**  | Agreement  dated June 12, 2003, among the Registrant, the owners of all of the issued  and outstanding common stock of IntraComp Group Incorporated and IntraComp  Group Incorporated                         |
|     |                                                                                                                                                                                                          |
| **4.5**  | Agreement  dated January 11, 2001 among the Registrant, the Israel Mezzanine Fund L.P.,  The Israel Mezzanine Fund, The Jordan (Bermuda) Investment Company Ltd. and  First Israel Mezzanine Investors Ltd.** |
|     |                                                                                                                                                                                                          |
| **4.6**  | Share  Exchange Agreement dated October 13, 2002 among the Registrant, Formula  Systems (1985) and certain shareholders of Liraz Systems Ltd.                                                                 |
|     |                                                                                                                                                                                                          |
| **4.7**  | The 1996  Share Option Plan – Part One, as amended on January 28, 1997, December 5,  1999, December 18, 2000 and December 26, 2000**                                                                     |
|     |                                                                                                                                                                                                          |
| **8**    | List of  Subsidiaries                                                                                                                                                                                         |
|     |                                                                                                                                                                                                          |
| **10.1** | Consent of  BDO Ziv & Haft                                                                                                                                                                                |
|     |                                                                                                                                                                                                          |
| **10.2** | Certification  of the Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act                                                                    |
|     |                                                                                                                                                                                                          |
| **10.3** | Certification  of the Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act                                                                    |

*    Incorporatedby reference to the Registration Statement on Form F-1 (File No. 333-6208).**  Incorporated by reference to the Registrant annual report on Form20-F filed with the Securities and Exchange Commission on June 29, 2001.***  Incorporated by reference to the Registrant annual report onForm 20-F filed with the Securities and Exchange Commission on June 28, 2002.****  Incorporated by reference to the Registrant annual report onForm 20-F filed with the Securities and Exchange Commission on June 30, 2000.

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